What dividend-related decision did Orion S.A. shareholders approve?

Shareholders approved the allocation of 2025 results and confirmed interim dividends already declared in an aggregate amount of EUR 4,031,774. This resolution, Proposal 7, received 48,514,659 votes in favor, reflecting strong support for the company’s distribution of 2025 financial year results.

Orion S.A. shareholders approve all AGM proposals

Orion S.A. reported the results of its Annual General Meeting of Shareholders held on June 25, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Orion S.A. reported the results of its Annual General Meeting of Shareholders held on June 25, 2026. Shareholders elected all nominated directors to serve until the meeting that will approve the 2026 financial year accounts and approved board compensation for 2026.

They supported, on a non-binding advisory basis, executive compensation for 2025 and chose an annual frequency for future say‑on‑pay votes. Shareholders approved the 2025 annual and consolidated accounts, the allocation of 2025 results and interim dividends totaling EUR 4,031,774, granted discharge to directors and the auditor for 2025, and confirmed Ernst & Young entities as the Company’s auditors for 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Interim dividends: EUR 4,031,774 Votes for Galvin election: 41,925,506 votes One-year say-on-pay frequency support: 40,729,237 votes +3 more

6 metrics

Interim dividends EUR 4,031,774 Aggregate interim dividends for the financial year ended December 31, 2025

Votes for Galvin election 41,925,506 votes Proposal 1(i) director election of Kerry Galvin

One-year say-on-pay frequency support 40,729,237 votes Proposal 4 frequency of advisory vote on executive compensation

Allocation of 2025 results approval 48,514,659 votes for Proposal 7 allocation of results and interim dividends

EY Luxembourg appointment approval 48,530,014 votes for Proposal 10 appointment of Ernst & Young, Luxembourg for 2026 statutory accounts

EY LLP ratification approval 48,527,686 votes for Proposal 11 ratification of Ernst & Young LLP as independent registered public accounting firm for 2026

Key Terms

Broker Non-Votes, non-binding advisory basis, Say-on-Pay vote, Réviseur d’Entreprises, +1 more

5 terms

Broker Non-Votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"Approval, on a non-binding advisory basis, of the compensation paid"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Say-on-Pay vote financial

"compensation paid to the Company’s named executive officers for 2025 (Say-on-Pay vote)"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

Réviseur d’Entreprises regulatory

"independent auditor (Réviseur d’Entreprises) for all statutory accounts"

discharge of the members of the Board of Directors regulatory

"Discharge of the members of the Board of Directors of the Company"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Orion S.A. (OEC) disclose about its 2026 Annual General Meeting?

Orion S.A. disclosed that shareholders approved all proposals at the June 25, 2026 Annual General Meeting. This included electing every nominated director, approving 2025 financial statements, confirming dividends, backing executive pay on an advisory basis, and appointing Ernst & Young entities as auditors for 2026.

Which board members were elected at Orion S.A.’s 2026 shareholder meeting?

Shareholders elected Kerry Galvin, Jaqueline Hoogerbrugge, Paul Huck, Mary Lindsey, Didier Miraton, Yi Hyon Paik, Corning Painter and Dan Smith as directors. Each director will serve until the annual general meeting convened to approve Orion S.A.’s accounts for the financial year ending December 31, 2026.

How did Orion S.A. (OEC) shareholders vote on executive compensation?

Shareholders approved, on a non-binding advisory basis, compensation paid to Orion S.A.’s named executive officers for 2025. They also backed an annual frequency for future advisory say‑on‑pay votes, with 40,729,237 votes favoring a one‑year interval versus smaller support for two‑ or three‑year options.

Which auditors did Orion S.A. (OEC) appoint for the 2026 financial year?

Orion S.A. shareholders appointed Ernst & Young, Luxembourg, Société anonyme – Cabinet de revision agréé as the auditor (Réviseur d’Entreprises) for 2026 statutory accounts. They also ratified Ernst & Young LLP as the independent registered public accounting firm for other matters for the 2026 financial year.

Did Orion S.A. shareholders grant discharge to the board and auditor for 2025?

Yes. Shareholders approved discharge for board members regarding their mandates during the 2025 financial year and granted discharge to the independent auditor for 2025. These resolutions formalize shareholder approval of how Orion S.A.’s leadership and auditor carried out their 2025 responsibilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2026

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

001-36563

00-0000000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1700 City Plaza Drive, Suite 300

Spring, Texas 77389

(Address of principal executive offices, including zip code)

(281) 318-2959

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, no par value		OEC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Orion S.A. (the “Company”) held its Annual General Meeting of Shareholders (the “Annual General Meeting”) on June 25, 2026. The Company’s shareholders approved and adopted all matters submitted to them at the Annual General Meeting, which matters are described in the Company’s proxy statement that was filed with the SEC on April 24, 2026.

The results of votes on the matters adopted by the Annual General Meeting are as follows:

Proposal 1(i) Election of Ms. Kerry Galvin as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,925,506		859,362		33,461		6,206,676

Proposal 1(ii) Election of Ms. Jaqueline Hoogerbrugge as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
42,150,171		634,697		33,461		6,206,676

Proposal 1(iii) Election of Mr. Paul Huck as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,664,499		1,122,457		31,373		6,206,676

Proposal 1(iv) Election of Ms. Mary Lindsey as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,997,762		786,963		33,604		6,206,676

Proposal 1(v) Election of Mr. Didier Miraton as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,663,718		1,121,150		33,461		6,206,676

Proposal 1(vi) Election of Mr. Yi Hyon Paik as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,972,163		812,705		33,461		6,206,676

Proposal 1(vii) Election of Mr. Corning Painter as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,664,655		1,121,013		32,661		6,206,676

Proposal 1(viii) Election of Mr. Dan Smith as Director of the Company for a term ending on the date of the annual general meeting of shareholders of the Company called to approve the annual accounts of the Company for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,649,511		1,135,357		33,461		6,206,676

Proposal 2 Approval of the compensation that shall be paid to the Board of Directors of the Company for the period commencing on January 1, 2026 and ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
41,451,508		1,337,588		29,233		6,206,676

Proposal 3 Approval, on a non-binding advisory basis, of the compensation paid to the Company’s named executive officers for 2025 (Say-on-Pay vote) as disclosed in the proxy statement.

For		Against		Abstentions		Broker Non-Votes
41,016,614		1,769,809		31,906		6,206,676

Proposal 4 Approval, on a non-binding advisory basis, of the frequency of the future advisory vote on the Company’s named executive officer compensation (Say-on-Pay vote).

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
40,729,237		5,628		2,071,932		11,532		6,206,676

Proposal 5 Approval of the annual accounts of the Company for the financial year that ended on December 31, 2025.

For		Against		Abstentions		Broker Non-Votes
47,960,809		482,253		581,943		0

Proposal 6 Approval of the consolidated financial statements of the Company for the financial year that ended on December 31, 2025.

For		Against		Abstentions		Broker Non-Votes
47,955,895		482,474		586,634		0

Proposal 7 Allocation of results of the financial year that ended on December 31, 2025, and approval of the interim dividends declared by the Company in the aggregate amount of EUR 4,031,774.

For		Against		Abstentions		Broker Non-Votes
48,514,659		489,588		20,757		0

Proposal 8 Discharge of the members of the Board of Directors of the Company for the performance of their mandates during the financial year that ended on December 31, 2025.

For		Against		Abstentions		Broker Non-Votes
41,666,689		597,422		554,220		6,206,676

Proposal 9 Discharge of the independent auditor of the Company, Ernst & Young, Luxembourg, Société anonyme - Cabinet de revision agréé for the financial year that ended on December 31, 2025.

For		Against		Abstentions		Broker Non-Votes
41,590,076		571,115		657,138		6,206,676

Proposal 10 Appointment of Ernst & Young, Luxembourg, Société anonyme - Cabinet de revision agréé, to be the Company’s independent auditor (Réviseur d’Entreprises) for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
48,530,014		484,919		10,070		0

Proposal 11 Ratification of the appointment of Ernst & Young LLP to be the Company’s independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2026.

For		Against		Abstentions		Broker Non-Votes
48,527,686		487,204		10,112		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORION S.A.

Date: June 29, 2026	By:	/s/ Jon Puckett
	Name:	Jon Puckett
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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